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1. Parties: Identifies and provides full legal details of all contracting parties
2. Background: Sets out the context and purpose of the agreement
3. Definitions and Interpretation: Defines key terms and establishes rules for interpreting the agreement
4. Scope of Agreement: Outlines the primary obligations and responsibilities of each party
5. Term and Duration: Specifies the commencement date and duration of the agreement
6. Financial Terms: Details pricing, payment terms, invoicing procedures, and any financial obligations
7. Performance Standards: Establishes the expected quality and standards of performance
8. Representations and Warranties: Contains statements of fact and promises made by each party
9. Confidentiality: Protects confidential information exchanged during the business relationship
10. Termination: Sets out circumstances and procedures for ending the agreement
11. Dispute Resolution: Establishes procedures for resolving disputes, including jurisdiction and governing law
12. Force Majeure: Addresses unforeseeable circumstances preventing contract performance
13. General Provisions: Contains standard boilerplate clauses including notices, amendments, and assignment
1. Intellectual Property Rights: Include when the agreement involves creation, licensing, or use of intellectual property
2. Data Protection: Include when personal data processing is involved in the business relationship
3. Insurance: Include when specific insurance requirements need to be maintained by either party
4. Compliance with Laws: Include when specific regulatory compliance needs to be addressed
5. Service Levels: Include when specific performance metrics need to be measured and maintained
6. Change Control: Include when the scope of services may need modification during the term
7. Staff and Subcontracting: Include when personnel or subcontracting arrangements need to be regulated
8. Non-Competition: Include when restrictions on competitive activities are required
9. Audit Rights: Include when one party needs rights to audit the other's compliance or performance
1. Schedule 1 - Service Description: Detailed description of services or deliverables to be provided
2. Schedule 2 - Pricing and Payment Terms: Detailed breakdown of prices, rates, and payment mechanisms
3. Schedule 3 - Key Personnel: List of key individuals responsible for contract performance
4. Schedule 4 - Service Levels and KPIs: Detailed performance metrics and measurement criteria
5. Schedule 5 - Technical Requirements: Technical specifications or requirements
6. Schedule 6 - Forms and Procedures: Standard forms and procedures to be used during contract performance
7. Appendix A - Contact Details: Contact information for key representatives of each party
8. Appendix B - Required Insurance: Details of insurance coverage requirements
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